Assembly Required
by dominicgrim
Summary: Takes place in the Avengers movie universe. Agent Riley Adair of SHIELD is asked to lead a team of Avengers on the west coast. I don't own Marvel or the Avengers, I'm just playing in their sandbox
1. Two Men in the Desert

**A/N: This is my first time writing outside my usual so bear with me. If you like this story, shoot me a review, and I will continue it. I of course do not own Marvel or the Avengers, shame that.**

**DG**

**Assembly Required**

**The Events in this story take place shortly after the first episode of **_**Agents of SHIELD**_

The Nevada desert was a place of many secrets. Many holes had been dug out in the desert over the years, and many problems had been buried and forgotten out here.

Agent Riley Adair hoped that he would not be one of them. He looked up into the night sky, watching the many stars that shone brightly overhead. After the Manhattan Incident he supposed that he would never look at the stars the same way again.

No one would, he supposed.

Adair was not a very imposing individual. He did not stick out in anyway, his short brown hair, black pressed suit, and generally bland demeanor meant that he could pass through most areas without attracting much attention, but that of course was the whole point. An agent that stood out was not a very good agent. His work depended on his anonymity. The sooner people forgot him once he was gone the better.

Though in his late twenties he still had a boyishness face that made many of his peers not take him seriously, of course, those that worked with him changed their tune after seeing the agent in action. He was not afraid to get his hands dirty, and often took jobs that led him into…well…some very strange places.

He had been recruited into SHIELD in his late teens, and after almost ten years of service was seen as a man who could get things done. After his most recent success in Venice, he had been reassigned to a team working out of a SHIELD safe house in Beijing.

When the call came to return stateside he was wondering what had happened. As far as he knew he had not done anything wrong. The team he was working with had been functioning well, and everyone had been getting done what needed to be done.

So…why call him home, and why ask him to come here, in the middle of nowhere.

He leaned back against the door of his black SUV, He did not see any vantage point that someone might be hiding but that did not mean much.

If Fury wanted him…_removed_, he had all kinds of ways to make it happen. Ways that even Riley Adair would not expect.

He tried to kill such thoughts. Though enigmatic at times, Nick Fury was not an overly cruel man. If he wanted Adair sanctioned, he would not have gone to all this trouble.

At least…Adair hoped that he wouldn't.

Approaching headlights drew his attention, a lone vehicle moving fast down the road. It was dark, but he recognized from the sound of the engines that it was not a SHIELD military vehicle. In fact, it sounded a little like a sports car.

Riley smiled slightly.

He had heard that engine before, it had taken him a bit to remember where, but now that he had…

_That old son of a bitch._

The sports car stopped, bathing the agent in the yellow glow of its headlights. A lone figure emerged from the driver seat. He was dressed in a black suit almost identical to Adair's. He was balding with brown hair, and had a bland almost unrecognizable face.

It had been a few years since they last worked together. Riley had heard a lot of rumors about what happened before the Battle of New York.

He was pleased that not all of those rumors were true.

The new arrival picked up a large manila envelope from the passenger seat of the sports car. He walked up to Riley and shook his hand.

Adair glanced back at his fellow agent's vehicle.

"Lola sounds a little rough?" he said.

"She doesn't like the desert," the other man shrugged, "She'll probably need a tune up when I get back to the bus."

Riley smirked.

"It is good to see you again Agent Coulson."

"And you as well Agent Adair," Phil Coulson responded, "How was China?"

"Wet," the younger man chuckled, "How was Tahiti?"

Coulson smiled.

"It's a magical place."

Riley almost snickered, the thought of Phil Coulson laying a beach somewhere, he just couldn't see it.

Hopefully if he ever almost got killed in action Fury would give him such a relaxing reassignment.

'An odd place to meet sir," he glancing around at the desert, "You and I aren't filling any holes out here are we?"

Coulson's expression turned more serious, if that was possible.

"Director Fury wanted our conversation off the books, which is why we are meeting out here instead of back at base."

Riley looked up.

Coulson smiled.

"No SHIELD birds overhead tonight," he informed the younger man, "They are having technical difficulties, a minor hiccup. They will be fixed by the time we are done here."

Adair nodded.

"Good to know that SHIELD is watching over us."

He turned to his old ally.

"I heard that Fury gave you a team Phil,' he said, "I was a little shocked you did not invite me to be a part of it. Who you got handling the wetwork?"

"Ward."

Riley made a face.

"Ward is not really a team player is he?"

"Not really," Coulson agreed, "I know you could have done the job that is not the reason you weren't contacted."

"So what was the reason?"

Coulson smiled.

"You are going to be a bit too busy to work with me on the bus. Unlike Ward, you are a team player, and you have the experience behind you to handle more…unusual situations, the Parks business for example."

Riley frowned.

"Arthur Parks **was** dangerous. I did what I thought necessary to stop him."

"And you did it well," Coulson agreed, "Good enough that you caught Fury's eye. He wants you out on the west coast. It is time to bring the Avengers Initiative back into play."

Riley's jaw almost hit the desert floor.

"The…the Avengers, Phil…I…I…don't know what to say."

Coulson quirked his lip with amusement.

"It is **not** what you think Riley."

Adair chuckled.

"Working with Stark and the others? I guess that isn't what anyone would think."

"You **won't** be working with Stark."

That caused Riley to pull up short.

"Does Captain Rogers know that?"

"You won't be working with Rogers either."

Riley was becoming more confused by the moment.

"What about Barton and Romanoff, surely they…"

Coulson shrugged.

"I won't be working with them either, will I?"

"Don't take this as an insult Riley."

The younger man frowned.

"I thought you said I was going to be working with the Avengers."

"You will be, just not the New York team."

Riley shook his head, suddenly everything seemed to be breaking hard to port.

Coulson sighed.

"Fury never intended for the Avengers to be a one trick pony," Coulson said, "Rogers and the others did well in New York, but some problems, some battles will require a bit more discretion then Stark, Banner and the rest of them can handle.

Coulson glanced up at the stars and shuddered.

"When you fight a war, you need soldiers, when you want to prevent one…"

"You send assassins," Riley added.

Coulson gave him an enigmatic smile.

"The Avengers Initiative was always meant to be bigger than a single team. You are ready to work without oversight. You are ready to take command. The candidates we have found are good, but they will need a firm hand to turn them into a team, that is where you come in."

Riley quirked his lip.

"Does the Council know about this?"

"No, and Fury would prefer you kept it that way. As far as the council is concerned you are training a new group of special operatives, which is not a lie."

"They are just more special than the council realizes?"

"Exactly."

Coulson handed him the envelope. Riley broke it open. He frowned.

"Most of these are civilians?"

"Yes."

"You sure that they will be okay playing ball with me on this, I know the council was not happy with Stark hacking the SHIELD mainframe when he was on the Helicarrier."

Coulson shot him a look.

Riley grinned.

"I've been in SHIELD for a while now; I do have my own contacts you know."

"Fair enough," the older man sighed.

Riley shook his head as he regarded the motley crew that he was supposed to turn into Avengers.

He still wasn't sure what to make of them, from their pictures anyway.

The first was a young man about his age, dressed in a lab coat and standing in front of what was likely one of SHIELD's science facilities.

"Dr. Dane Whitman," he murmured.

"Your tech-specialist," Coulson said, "He is a skilled scientist and has a degree in medieval studies. He also is quite familiar with Stark's repulsor technology."

"Could be useful," Riley murmured.

The next was a young girl, maybe seventeen or nineteen, dark red hair was a streak of black running through it.

Riley frowned as he read her dossier.

"Crystal Doe…hm…elemental powers?"

Coulson nodded.

"Miss Doe is an amnesiac; we found her wandering on the side of a road in upstate Maine. A trucker tried to…take advantage of her; she apparently picked him up with a whirlwind, tossed him fifty feet."

"Damn."

"She agreed to come with us willingly. She doesn't remember where she is from or where she learned to use her abilities. All she knew was her name…Crystal…beyond that…nothing."

Coulson shook his head.

"She seems more scared of herself than she was of us."

Riley touched the face of the girl in the picture.

_Poor kid._

"Does she know how she ended up in Maine?"

"No," Coulson frowned, "The doctors at our observation facility did note that she has been having nightmares. Wakes up shouting for someone named Meddie…we don't know why…yet."

Riley frowned.

"Does she understand what we are asking of her?"

"She seems eager to help," Coulson nodded.

Riley nodded turning to the next dossier. It showed a ruggedly handsome man with dark hair in a business suit, he might have been an actor or celebrity. Riley snorted until he read the name.

The bile rose in his throat.

"Marc Spector…wait…Spector, **thee** Marc Spector?"

Coulson smiled.

Adair glared at him.

"The creep behind that mess in London a few years back?"

"Spector's apparently a changed man," the older man said, "Some mess in Egypt, since he returned a year ago he has become a major philanthropist."

"He is a hired gun, **a scum bag!"**

"Give him chance Agent Adair, Fury's orders."

The younger man shook his head.

Marc Spector…wonderful.

He turned to the next dossier, his eyes widened.

"Is this some kind of joke?"

"Of course not," Coulson replied.

Riley held up the picture. It showed a blurry image of a woman with orange skin and tiger striped markings, and unless he was wrong…

Riley gasped.

"This woman has a **tail!**"

"Most men would agree," Coulson chuckled.

"A **real** tail Phil," he said, "And fur…I…god…and why is she wearing a **bikini**?"

"She said normal clothes are too hot for her. Having fur they probably are."

Adair's eyes widened, this…this wasn't some joke!

"So this is real? This woman is real?"

Coulson nodded.

"Greer Nelson…we found her Detroit, she was hunting a group trying to sell kids overseas. One of them started calling her Tigra…she seems to like it."

Coulson smirked.

"Her tracking abilities are second to none, even are electronic sniffers aren't that good. We promised to help the kids she saved, and she gets out of Detroit and a generous SHIELD pension to boot, everyone wins."

Riley shook his head.

The woman would fit right in in LA he thought.

He looked at the next candidate, a heavily muscled man with short curly brown hair and matching beard.

He gave Coulson a puzzled look.

"A SHIELD team working in Cyprus found our next candidate. They detected an energy spike in the atmosphere; we had not seen anything like it since the Foster incident in New Mexico."

The young agent swallowed.

"So he is an Asgardian?"

"An Olympian actually," Coulson said, "You don't seem surprised?"

Riley shrugged.

"Thor and Loki were real, why not this guy."

Coulson winced; his hand went to his chest.

Seeing his old friend's reaction made Adair grimaced.

"Sorry," he murmured.

He should have realized that the name Loki was not one that Coulson wanted to hear again, had the rumors he heard been correct.

"It's okay," the older man said, "old wound."

Riley shook his head; he still could not believe it. The world now knew that the Asgardian gods were real, why not an Olympian demi-god.

He gave Coulson a wistful smile.

"So…this **is** Hercules, the **real **Hercules?"

"He says he is, and his strength is in the superhuman level. You and Whitman can see if you can verify that."

Riley shook his head.

If he could not work with Thor, having the real Hercules might be a boon…

…If this man was the real Hercules.

The last dossier was of a blond woman in an air force uniform, a full captain if he remembered correctly, an extremely familiar looking woman…he…

He gave Coulson a shocked look.

"Your team's field commander,' Coulson said, "I believe you two have met."

Riley swallowed hard.

"Carol…Phil, why is Carol Danvers involved in this?"

"She has…abilities and training that makes her the perfect candidate. When the council does find out, they will like that we have a military presence in command, and her abilities…

Coulson grinned.

"She is strong, quite strong. She might be able to hold her own against Banner if she had to. She should be able to keep Herc and Spector in line."

"How," Riley demanded, "Warbird…Carol was always a great pilot, but…she never had that kind of power…what happened to her?"

Phil gave him an enigmatic look.

"You will have to ask her yourself when you two meet. I'm sure she will pleased to see you again."

Adair looked like he was going to be sick.

"She is going to kill me Phil! After what happened in Atlanta…if…if she is as strong as you say she is now…"

"You will just have to turn on the charm," the older man said heading back to his vehicle, "That worked well for you in Atlanta."

"Yeah, before I did my duty…by then she, wait…Phil…has anyone told her I'm involved in this?"

"She knows that she is working for SHIELD, and that there is a liaison coming, beyond that…no."

Riley Adair remembered his last goodbye to Captain Carol "Warbird" Danvers.

It was not the kind of good bye a woman forgot…or forgave.

Coulson turned the ignition, Lola roared to life.

"You sure Fury doesn't want me dead," he asked his old friend.

Coulson chuckled.

"The director has faith in you Agent Adair, don't disappoint him."

Lola roared as Coulson spun her back on the way she had come. The car roared down the dusty road, the red glow of her tail lights vanishing into the Nevada night.

Riley Adair stood alone, the names and faces of his Avengers in his hands.

He thought of what the New York team had faced, a mad Asgardian god, mind controlled agents, and then finally an alien invasion.

All of that seemed easy compared to what he would soon face.

He shook his head and returned to his car. The Address of where he was to meet his new team was included with the dossiers; he could have probably driven into Vegas, caught a flight and been with the team by tomorrow evening.

He decided against it.

He needed time to think and time to plan.

"She is going to kill me," he thought, "Carol is going to rip my head off, probably quite literally."

He thought of Loki and his alien army.

He would much rather face that right now.

An alien army would be far less hostile than Carol Danvers.

He was sure of that.

**A/N: So what did you think? If you want to hear more shoot me a review. I like Riley and would like telling more tales about his Avengers and what comes next.**

**Hope to see you all soon.**

**DG**


	2. First Impressions

**Chapter 2: First Impressions**

The base of operations that SHIELD had set up for Riley and his Avengers to work out of was a place that had been designed with the Avengers Initiative in mind. It was large and out of the way, built not far from the beach of the California coast. On the surface it appeared to be just another rich man's playground. Swimming pool, tennis court, even a small boat dock, nothing gave away that it was in reality a base set up by the Strategic Homeland Intervention, Enforcement and Logistics Division.

To everyone back at HQ this was simply…the Beach House.

About a mile beneath the surface, protected by one of the most advanced bunkers ever designed by man was the heart of the Initiatives operation here on the West Coast. Official vehicles, machine shops, an advance science lab that would have made Bruce Banner sit up and beg; not to mention a training area, and command and communications room that could connect with any SHIELD base on the planet.

It was here that Riley Adair had been assigned. His team had already arrived and were making themselves at home or getting to work.

As he pulled up to the Beach House's main gate, he still hoped that he would soon figure out what he was going to say to Carol Danvers in the next few minutes.

Nothing so far came close to what he was feeling, what he wanted to say?

He could only hope that she would listen, and that she would not pull his head off in a fit of rage.

The latter was more important than the former right now.

Riley sighed.

Maybe it would have been better if Fury had wanted him dead.

IOI

"Astonishing."

Dr. Dane Whitman smiled as he stared at the computer read out before him. He was currently in the Beach House's underground med-center, examining the latest blood sample given by one of his team mates.

Though he was more familiar with the mechanical sciences that did not mean that life science did not interest him. Here as part of the Avengers Initiative he had a chance to study some truly amazing things.

It was not an opportunity he intended to waste.

Felix and Karl, the medical doctor, and his assistant respectfully tried not to gape at the figure lying on the examination bed. She had seemed more than happy to come down here at Dane's request, and did not seem to mind when he asked her to change into nothing but a hospital gown.

The young woman grinned at the young scientist.

"Just couldn't wait to get my top off could you Dane?" the woman purred.

If Dane heard the offer in his words he did not show it, he was too lost in the science at this particular moment. Some men might consider that meant he was either blind or stupid.

Even with fur and claws, Greer Nelson, also known as Tigra was most men's vision of female perfection.

Greer sat up on the bed, idly swinging her legs back and forth. She let her top fall away giving the doctor and his assistant a view of the goods.

Greer enjoyed flirting, before her…change…she had always been a bit of wallflower. Then she became Tigra…

That happening set her free.

She gave the SHIELD doctors a sexy smile.

"What," she cooed, "You're both doctors right, I don't have anything you haven't seen before."

Felix and Karl went back to their work. Greer sniffed as she realized that Dane was not even paying attention to her.

She hissed with frustration.

IOI

Dane stared down at the cat-woman's blood under a microscope. It was truly an astonishing find, a true blending of both human and feline DNA.

I don't suppose you could tell me exactly how you became Tigra in the first place Greer," he said, "From what I'm seeing here, it was more than just a random event."

Greer sprang from the examining table letting the gown fall away.

She sauntered lazily over to the scientist, her tail curling with excitement.

"If you're really interested in studying me Dane," she purred, "I'm sure we can discuss all this over dinner, in my room."

She wrapped her arms around him from behind. Her breath was warm in his ear.

"Then we can have a real anatomy lesson."

Dane looked down at the fury arms around his waist; he could feel her soft fur rubbing up against the back of his neck.

He…

Um…

Well…

A loud cough interrupted them forcing Dane to push the cat woman away.

He spun around, facing a demure young woman, dressed in simple blue jeans and a tee-shirt.

"Crystal," Dane swallowed, "I…I did not hear you come in."

The red haired girl smiled and blushed at the scene before her. Poor Dane looked like a little boy who had been caught with his hand in the cookie jar. Tigra however showed no shame; in fact she was reveling in this moment.

Greer chuckled as she slipped the hospital gown back on.

"Are…are you sure you two would not like to be alone?" Crystal asked.

"No," Dane exclaimed his voice cracking, "I…we…it is not what you think. Greer was just helping me with her blood work; if this is going to work the medical wing has to be prepared for any injury that the group might suffer."

Tigra stretched flexing her well-toned muscles.

"Dane says I'm extraordinary Crys," Greer purred, "What do you think about that?"

The elemental smiled.

"Dane is a brilliant man. I'm sure he is quite right in his assessment of you."

Dr. Dane Whitman blushed. When Greer made a pass at him, he did not even bat an eyelash.

All Crystal had to do was smile, and he turned into melted jelly.

The girl's blush darkened.

"Will you have to examine me too Dane, for the medical files?"

The young doctor looked everywhere but at the girl. He had only known Crystal less than a week but…

She…had an effect on him he could not explain. Carol and Greer were both beautiful women, he acknowledged that, but Crystal Doe…she…she…

She was something more.

"It…ah…um…maybe necessary,' he said, "Of course, Felix and I still have to finish processing Danvers and Hercules's scans as well. We…um will let you know when you are needed."

The girl looked down shyly.

Greer rolled her eyes; she did not understand why Dane wanted a mouse when he could play with a full grown tigress.

Some men liked that she knew, that simpering innocence, Crystal did it well. Even Danvers felt protective of the girl.

"Is there something you need Crys," she said, "Or have you simply come down to watch Dane study…biology?"

The girl's eyes widened, remembering why she had first come down.

"Right yes," she said, "We just received word from, the main gate, our SHIELD liaison has arrived.

"Interesting," Tigra said, "I should probably go get dressed. Make the right impression and all."

She strode past Crystal leaving the doctor and the girl alone.

Crystal swallowed hard and retreated.

Once she was gone, Dane cursed under his breath.

He still did not understand why the girl made him act like an ill-educated school boy. He was a grown man for god's sake.

He hurried back to his room, but not before paying a quick visit to the machine shop.

The armor designs he was working on were progressing nicely. He wanted to have them ready, should the SHIELD man require an inspection.

His own suit would not hold a candle to Tony Stark's but that did not mean that it could not do the job.

When the time came, Dane intended to prove it.

IOI

Marc Spector dodged…barely.

The former mercenary spun his bow staff; he had already palmed one of his throwing blades, the weapons he had come to think of as crescent darts.

He glared at his much larger opponent

The muscle bound giant of a man boomed with laughter.

"Well done friend Marc," he said jovially, "You just managed to avoid the very fist that felled the Nemean Lion!"

Spector did not allow himself to get distracted. The giant calling himself Hercules was strong but not very strategic.

That…was his one advantage.

"You are not fighting a monster of myth," he said coldly, "and the foes that SHIELD will no doubt expect us to deal with will not be scared of your legend."

Herc grinned at that.

"Excellent, it has been far too long since the Lion of Olympus fought an enemy that he could not intimidate. I welcome the challenge that this new age brings."

Spector shook his head.

The demi-god lunged.

Skills born of many missions in many dark corners of the world took over. Spector drove his knee into Hercules's gut; the large man managed to dodge his crescent darts, and tried to seize the former mercenaries bow staff.

It was exactly what Spector had hoped for.

He fell back, using the demigod's size and strength to draw him forward.

Spector pistoned his legs, sending his larger opponent flipping over his head, strength was good, but sometimes, leverage was better.

Herc struck hard with a loud grunt.

Spector was already back on his feet, awaiting the next attack.

He smiled cruelly.

There had been a time when he reveled in violence. He had craved it like some men crave wealth and sex.

But that was before his mission in Egypt.

That was before Marlene.

Before Khonshu…

Before his death.

Hercules staggers to his feet, a feral grin on his face.

Spector frowned.

He was not sure if this man really was Hercules, but the giant could take a hit, and seemed to revel in battle.

That could be both a good and a bad thing.

"Hey Marc, Herc, you guys still down there!"

Dane Whitman's voice over the training room's loudspeaker stopped their duel, Spector closed down his bow staff.

The fighting was done for the day.

"We are here friend Dane," Herc grinned, "Would you like to join us in glorious battle!"

"I…um…not now Herc," the scientist replied, "Our SHIELD liaison is here. We should probably get ready to present ourselves.

Spector nodded.

"Thank you Dane," he murmured, reaching for a towel, "I will be up shortly."

As will I," Hercules said jovially, "I hope this man has a quest for us. I grow bored sitting around this…estate."

Spector shook his head.

He had had his own dealings with SHIELD over the years…

…If Herc was looking for a challenge, something to challenge even his strength.

He would soon find it.

IOI

A small shape shot over the Pacific Ocean, moving with the speed and precision that would put a military drone to shame.

Of course this shape was not simply another machine; it was a woman, a soldier, a pilot by trade who very recently had gained abilities beyond the norm.

Carol Danvers grinned fiercely, accelerating even faster, pushing herself even harder.

For as long as she could remember, flying had been her one true obsession, when other little girls were playing with dolls she built model airplanes. When other children wanted to go to Disneyworld, she wanted to go to Air and Space museum. All she had ever wanted was to fly, to vanish into that deep blue sky.

Now she could do that, and she did not even need a plane. It was more than wonderful, more than beautiful…it…it was heaven!

It was…marvelous.

She flew low, skimming the waves, letting the sea salt tickle her nose as she shot vertically into the air.

She…she was still not sure what had done this to her, what had caused the accident, the explosion that had claimed twenty SHIELD Agents and a whole room of air force personnel, all she knew was that she had lived…that Lawson had saved her.

Saved her…and blessed her with the sky.

She was no longer a pilot, she had become something more. Her old call sign of Warbird seemed more appropriate.

She was a Warbird now, a warrior.

A warrior the likes of which the world had never seen!

She closed her eyes, enjoying the cool air on her face, the feel of the winds tickling her hair. She stopped in mid-air, floating on the strange energy that kept her aloft.

She thought of the handsome man with the sad eyes.

"My name is Walter Lawson," he had said, "I'm here to help you."

She opened her eyes.

SHIELD had no record of a Walter Lawson anywhere on the base the day of the accident. He should not have been there, and yet he had been. He…

"Carol?"

She did not respond. She did not want to respond. All she wanted right now was the sky.

"Carol?"

Cursing under her breath she tapped the SHIELD mic in her ear.

"Yes Dane?" she said.

"SHIELD's Liaison is here, we thought you might want to meet with him."

Carol sighed.

So much for the sky.

"I will be right there."

She let herself drop a few feet before exploding back into high speed flight.

Fury had said he was going to be sending someone to whip this group of misfits into shape.

She hoped he was up to the task.

IOI

Riley's SUV pulled up to the doors of the Beach House, he was met by Dr. Dane Whitman, and Crystal Doe.

Riley glanced at the two soon to be Avengers.

"Dr. Whitman, Miss Crystal, I'm Agent Riley Adair with SHIELD, welcome to the Avengers Initiative."

The young girl smiled as she shook Riley's hand.

"It is a pleasure to meet you Agent Adair," she said.

Dr. Whitman nodded as he greeted the agent as well, but not before he took one small step between Riley and Crystal.

The agent made note of that but decided to say nothing.

Riley glanced around at the disguised SHIELD base. He found himself hoping that his team would have a chance to put a few wins under their belt before the council found out about all this.

Some members had not been happy about New York; they thought that the Avengers were dangerous, too dangerous to be properly controlled. Riley hoped to prove otherwise. These people did not have the ego of Tony Stark, or the problems of Bruce Banner.

He hoped that that alone would make the council more accepting of what Fury trusted him to do here.

He looked around.

"Where is the rest of the team?" he asked.

"Getting cleaned up," Whitman explained, Hercules and Spector were in the training room. When…"

"Look," Crystal said pointing at the sky and smiling.

Adair looked up, at the blue streak heading towards them.

Whitman smiled.

"Carol's back," he murmured.

Riley swallowed hard.

Moment of truth, he thought.

Carol "Warbird" Danvers landed with the grace of a bird in flight, touching down less than a foot from him.

"Hello sir," she said, "I'm…"

Carol froze as she took in his face, her eyes widened with shock and surprise.

Riley did his best to look chagrinned.

"Hi Carol," he murmured, "Been awhile."

"Riley," she murmured, the memories of Atlanta likely replaying in her mind.

They were playing in his right now that was for certain.

Carol stood there speechless. Dane and Crystal gave both the woman and the agent curious looks.

"You two know each other," Crystal said smiling nervously, "That's…nice."

Riley winced under Carol's regard.

"Aren't you going to say anything?" he asked.

Carol's eyes narrowed.

"You deserve this," she growled.

Adair just managed to get out of the way.

Carol took flight like a missile, but not before scooping up Adair's SUV. The woman shot into the air until both she and the vehicle was just a tiny dot in the sky.

Riley glanced up a worried look on his face.

Crystal and Dane both looked worried when.

"INSIDE!" Riley shouted.

Crystal shrieked as Dane pulled her inside the door, with Riley leaping in right beside them.

The SUV hit the ground like a bomb, crushed, like a soda can tossed by some vengeful god.

The vehicle did not explode, SHIELD had built it too good for that, but it was clear that it would not be leaving the Beach house under its own power.

The car alarm wailed loudly.

Riley peaked outside, fearful that Carol might decide to scoop him up and give him the same treatment.

Fortunately, she had flown off. He hoped that she would be coming back.

Fury would be pissed if she didn't.

Dane looked at the wreck that had been Riley's SUV, he shook his head.

Crystal chuckled nervously.

"Well," she said, "That…could have gone better."

Riley pursed his lips.

It could have gone better, but at least he was still alive, at least his head **was** still attached.

He considered **that**…a good thing.


	3. The Warbird and the Company Man

**Chapter 3: The Warbird and the Company Man**

"I get the feeling you two have a history."

Riley chuckled. Dr. Whitman it seemed was a master of the obvious. He had spent the last few hours speaking one on one with each of them, all these strangers that Fury expected him to turn into Avengers, to turn them into a team.

Riley was still wondering if this was all a mistake.

Perhaps he could convince Agent Ward to take his place on the bus with Coulson.

"Carol and I," Riley sighed, "Well…that is complicated. Hopefully, she will come back and we can discuss what happened like adults, either that or she will squash me like a bug on a windshield. Either way, I suppose it would be progress.

The scientist nodded, he likely did not understand, but that was okay.

The business between Carol and Riley was personal and private.

Hopefully he could make her see it that way.

IOI

Once Doctor Felix had checked him out, making sure that he, Dane and Crystal had suffered no injuries from falling SUVs, Riley had got to work. He went straight to his office in the Beach House on got to work; he needed to see what SHIELD resources were entrusted to him to make this mission work…

That and he needed to call a cleanup crew to deal with the remains of his SUV.

He was a bit surprised by what he found; the Director had spared no expense this time. Everything from the lab space to the training room was completely state of the art.

After a quick re-read of the teams' dossiers, he called them in one by one, he liked to get a read on people before he put his life in their hands. He wanted to know who was likely to take a bullet for him, and who was not.

Such care had saved his life in the past.

One by one they all came into his office for a quick sit down. As expected they all had their own quirks and hang ups. Nothing too serious however, nothing that made him want to scrub any of them from the initiative. Dr. Whitman was the last. Riley still hoped to have a one on one chat with Carol, but she had still not returned from…well…from where ever she had flown off to.

Dane stared down into his drink while Riley sat behind his desk. Of this entire group, Adair felt that Whitman was the most stable, having worked in SHIELD before. That and the fact he was still basically a normal man. Riley regarded the armor that the scientist was working on, it would not turn him into a one man war machine like Stark, but it would allow the man to hold his own in a fight.

Riley respected that.

Plus, Whitman was the only scientist on the team, the only one who had gotten a chance to take a look at the various powers that everyone brought to the group.

He was also the only one who could answer the one question that Riley could not answer.

_What the hell had happened to Carol Danvers?_

When Adair broached that subject with Whitman, the man sighed.

"We're…we're not exactly sure what happened to Carol, Agent Adair," he began, She was part of some joint venture between the Air Force and SHIELD, there was an incident, or perhaps and accident, and ever since…Carol…I mean Captain Danvers has been different."

"So I see," the agent said dryly, "I don't remember that flying trick when we met years ago."

Dane snorted and finished his drink in a single gulp.

"Carol's body…has gone through a very rapid change. Her cells have been charged, no not just charged, but saturated, with some form of bio-energy that I have never seen before, and I doubt SHIELD has either because they still have people working on the blood samples, or did, before those sample vanished down one of Fury's rabbit holes."

Riley frowned. Someone else might have suggested that Director Fury knew about the energy before the "Accident" had occurred, that perhaps Carol gaining these abilities was part of some grand scheme on his part to create some new kind of weapon.

He did not buy it. Fury could play the game with the best of them, but unlike the members of the Council he still clung to a shred of decency. The New York team's success against that Asgardian Loki and his army was proof of that.

Fury could have just let the Council nuke Manhattan. Instead he did all he could to contain the situation, and through his actions, and that of the New York team, the city was saved.

SHIELD may have had a hand in the accident, but not Nick Fury.

Adair might have been a company man at heart, but he knew where the line was drawn, and didn't cross it, not without an extremely good reason.

Still he valued Dane Whitman's opinion and wanted to see what he thought.

"Was SHIELD conducting research in this area before the accident?"

"Not to my knowledge Agent Adair," the scientist added, "Director Fury even sent over all the data he had on the original experiment. The energy that is now a part of Carol had nothing to do with that experiment.

Riley gave the scientist a concerned look.

"Is this…energy dangerous to Carol?"

"SHIELD doesn't think so, and after studying her a bit, I tend to agree with them, physically the energy is not harming Carol, in fact she is probably in the best shape of her life. The energy is doing more than giving her powers, it's improving her body, perfecting it, into what I cannot say, but the changes don't seem to have any downside…

… at least…. not yet."

Riley nodded.

_Perfecting her? _

_He was not sure that he liked what he was hearing._

The energy might be improving Carol's body, but what about her mind. What if it started affecting her, influencing her actions? He thought about what she had done out there today. Warbird had always had a temper, but with these new powers…

He counted himself lucky she had been satisfied simply with totaling his car.

IOI

His chat with Dane ended shortly after midnight. The doctor returned to his lab, to check on his new armor before retiring.

Riley stayed up, digesting what he had learned from the others, and trying to come up with a plan to turn these strangers into a unit.

On the surface, Dane and Carol was a good core to build this new team around. Warbird understood military discipline, and Whitman understood the chain of command. The girl Crystal would likely follow Dr. Whitman's lead. She had come to trust the scientist, and the budding affection between the two might just keep the young elemental in line.

Spector…well…Adair was not sure what to make of Marc Spector just yet. The cool competence that he expected from a professional merc was there, but…there was something else there now as well. Riley could not quite put his finger on it. He did not think it was shame, men like Spector had learned long ago to turn off their conscience. A better definition might be that the man seemed to possess a quiet humility now. Spector had mentioned how he had almost died in Egypt.

Perhaps facing his own mortality had changed the man.

Nelson and Hercules were both wild cards, in the purest sense of the word. The Olympian seemed to revel in combat, not a bad thing given the work they were preparing to do, but too much zeal could lead to a man making mistakes, mistakes that might get a teammate killed.

Greer, or Tigra, as she liked to be called, seemed to wear her emotions on her sleeve. She was beautiful, even with her feline traits, and she knew that. Plus she was an incredible flirt. Twice during their interview she had made thinly veiled passes at him, suggesting that if he wanted to get to know her, there were better more intimate ways to accomplish that task.

Riley sighed.

He knew better than to engage in a relationship with a subordinate. SHIELD had put great faith in him by giving him control of this team, and with that control…

Came strings.

To do well on a team, you had to depend on your teammates, trust and respect were paramount, but to be a good leader, you had to understand that you might one day have to ask one or more of your team to die to accomplish the larger goal.

If he became involved with anyone here, it would be an extremely bad idea. Besides, he would have a hard enough time working with Carol every day; she did not need to see him, getting involved with another woman on the team. She…

Riley frowned.

_Carol._

It…it had been good seeing her again, even after all this time, and he hated to admit it, but…she…she looked good. He still remembered how his heart had skipped a beat when she landed right in front of him, a goddess come from on high to greet a mortal she had once favored.

The new uniform she wore did little to hide her muscular, yet still feminine figure. The full body suit clung to her like a second skin, the red markings on the shoulders, not to mention the gold star on her chest was likely patterned a little after Captain Roger's suit, the one he had worn in New York.

Riley Adair smiled slightly.

If SHIELD wanted a female Captain America, they had likely chosen a good candidate. Carol was as loyal as a blood hound to those she cared about, he had seen that back in Atlanta.

They could ask for no one better to serve as team leader. She…

"Riley?"

Adair jumped in his chair. He spun around to face the window, the one overlooking the ocean.

Carol floated just outside, an amused smile on her lovely face.

Riley cursed.

_Damn woman, she had done that on purpose!_

He rose and opened the window. Carol floated in like a balloon, lightly landing on the floor in front of him.

He gave her an arched look.

"Not looking for any more cars to drop on me are you?" he inquired.

For the first time she looked a little chagrined.

"Sorry about your car," she said, "Though you did have it coming after Atlanta."

Adair sighed.

He did not dispute that.

It had been a mistake, a good mistake perhaps, a wonderful one, but a mistake none the less. He had still been a rookie back then, at least a rookie to be out in the field. Phil Coulson had been his supervising officer back then. They had come to Atlanta on a headhunting mission, Fury had wanted Carol "Warbird" Danvers in SHIELD, and it had been there job to recruit her. Carol was hesitant though, she loved the Air Force, and she loved flying period.

She had no desire to become a SHIELD agent, to start to living in the shadows and courting death.

Coulson had been called away, leaving Adair to keep working on their prospect, to convince her to at least explore the idea of working for SHIELD.

It had not worked out the way Riley had hoped.

After three days of meets and dinners, the two of them had ended up…exploring each other for two days in an Atlanta Motel room. It had been…fantastic.

When Fury realized that they weren't going to get anywhere with Danvers he called Riley home, and being a good company man he went.

He knew if he stayed in contact with her, Fury would no doubt use that connection to wear down Carol's resistance and finally convince her to join up.

Adair did **not **want that, after their time together, he had come to respect Carol too much.

When he walked out of her life, he cut all contact; it was for the best he told himself. He did not want to reason that she threw away everything she loved. It had hurt, but…

The agent frowned.

That had been four years ago.

It had been for the best.

Now…here she was standing in front of him again. She must have slipped back to her room before flying over to his office. Her uniform was gone, replaced with a pair of gray sweatpants and a black T-shirt.

She still looked great. Carol cleaned up nice, he had seen that, but he preferred her everyday look, it made her seem more…more in his league.

He wasn't like some agents; men who liked to live fast and only for the moment, and never look back. Women like Warbird did not cross his path every day.

He treasured what they had…even if it had only been for a short time.

He smiled at her.

"You cut your hair," he said, "It looks good."

Her eyes widened and her hand rose to her shoulder length blond hair.

She glared at him.

"Don't," she growled.

"Don't what?"

"Don't go there," she demanded, "Fury says we work together so we work together."

She glared at him.

"There is no reason to re-hatch the past. You're here as our liaison officer, so you liaise with us."

She sighed heavily.

"We don't have to like each other to work well together."

He kept his face neutral, but inside, her words cut him like a blade, having her strike him with one of those super strong punches might have felt better.

He…he had never wanted to hurt her…never.

He sighed.

"Fair enough Captain Danvers," he said coolly, "Strictly business then."

She nodded, seemingly content with that choice.

He looked down at the notes he had jotted down during his conversations with the others.

"If I may," he began, "perhaps we can discuss your opinions on the team. I have made my own opinions regarding our companions, and would appreciate your input, considering we will be putting this team to the test soon."

She nodded.

"I'm going to list the others off one by one, tell me what you think: Dane Whitman?"

"Dane is a team player, and his science will no doubt prove useful."

She paused and frowned slightly.

He gave her an encouraging look.

"This is strictly between us Captain," he said, "Any cons you have will not find their way into my reports to the director. We are just talking here."

She sighed and nodded.

"The only problem I can see is Crystal," she said, "Sweet girl, and Dane is responding to her, but I'm worried his puppy love might become a problem if things go sideways."

Riley nodded. It was a legitimate concern they both shared.

"Crystal Doe?"

"As I said sweet girl, eager to please, I have seen her in training and she is quite skilled and knows how to follow orders, but I worry that she might not have the right attitude for this, that she is too nice a girl to get her hands dirty."

Again he nodded.

"Marc Spector?"

"Cold and distant," she replied, "He seems like he has something to prove, that drive can be useful but it might make him a bit reckless."

"Greer Nelson?"

Carol's eyes narrowed.

"The sex kitten has problems, she won't admit, but she does, the way she acts…I think even she understands why sometimes. I worry that it might make her crack under pressure."

Riley nodded, he put a minus next to Tigra's name on his list, he would not scrub her from the Initiative, but he would keep an eye on her.

"Hercules?"

"Someone a little too used to winning if you ask me," she frowned, "He believes his own hype. He sees himself as the _**Mighty**_ Hercules. I can't say for certain if he is the Hercules of legend, but he believes himself to be the invincible demigod."

She shook her head.

"That kind of confidence can make a man reckless, reckless people, get you killed in bad situations."

Again Riley nodded. It was nice to see that he and Carol were on the same page. Tigra and Herc were both wild cards that needed to be watched. He could do that here at the House, but Carol would have to keep them in line in the field.

He did not envy her.

"One last team member to discuss then," he said blandly.

She arched an eyebrow.

"Captain Carol Danvers?"

She glared at him.

"Is this a joke?"

"No," he replied, "What has happened to you Carol, it is more than just a few more tricks, this has completely changed your life…"

He gave her a worried look.

"I need to know if you are okay."

Emotions flashed across her face, he was afraid she was going to blow up at him again, or hit him.

Fortunately she did neither.

She sighed.

"I jump between jubilation and terror," she admitted, "Part of me is afraid that what has happened won't stop, that I…that I will keep changing, but I also worry that one day it will all just go away, that it will all be gone, the strength, the flight, that I will fall back to earth and be crushed like a bug."

She gave him a wan smile.

"Since this is off the book, I trust you won't mention this to Fury. He thinks I have the right stuff to lead this this crew. I don't want him to question that decision."

Riley smiled.

"If anything Captain Danvers," he said, "Fury would say those fears justify his choice in you. It means that you are still human, despite your abilities. You will need that humanity, it will help you be a better team leader, trust me."

She gave him an amused smirk.

"You can turn off the charm Riley," she said, "I have learned to be immune to it in the last four years."

The Agent shrugged.

"Just calling them like I see them Captain Danvers," he said, "Strictly professional remember."

She nodded.

"Yes," she said, "Strictly professional."

IOI

It was at that moment that the phone on Adair's desk rang, both of them glanced at each other.

No one had the number to that phone; it was a direct line to SHIELD HQ.

If it was ringing…?

Riley answered it.

"Adair?"

Carol waited as Riley listened to the speaker at the other end of the line, his mouth turning into a tight grim line.

"I…I understand sir, yes, but the team is…yes I know we stand the best chance of containing this, but we are not ready. We still need…"

Riley paused, his face had turned worried.

Carol did not like that, Riley was a competent man.

If he was worried, that was bad.

He sighed.

"I understand sir," he said, "We'll investigate immediately…yes sir…Adair out."\

He hung up the phone shaking his head.

"What?" she asked.

"We're not ready," he said, "We still need weeks of training."

"What," she repeated.

He gave her a sad look.

"Get the others, and have them meet in the underground hanger."

"What is going on Riley, another alien invasion?"

He shook his head.

"Worse," he replied.

He gave her a bitter smile.

"It's the Hulk."


	4. Threats

**Chapter 4: Threats**

She had been here only a few months, but it was long enough to form an opinion of this place. She had seen some of the grandest sights in this sector, travelled to places that most never even dreamed existed, and all for the common good of her people, the greatness that she saw within them all.

Her opinion wasn't very scientific, but that made it no less viable, she was certain that many of her people would have agreed with her.

She sighed heavily.

_The Terran homeworld…was…a cesspool._

She sat in a small jeep about ten miles away from the beach house. She was attractive, she knew, even by human standards. Her form was lithe and shapely; her long black hair tumbled gently to her shoulders. The only thing that disturbed her these days about her looks was the dark skin that she had forced to adopt here as a disguise.

She appeared to all eyes here as a dark skinned terran, her clothes hinted at her being a woman of means, but that was just more camouflage. She would be grateful when this mission was over, that she could return to the ship and allow her skin to return to its lovely sky blue perfection.

Her people had worked hard to perfect their genetic condition over the millennia, a process that she now helped to oversee. They were rightly proud of their accomplishments.

As she had travelled among the people here, her opinion that this was true only grew. Terrans were so blind to the universe around them, with the exception of only a few, they continued to believe that their accomplishments were all that mattered on a galactic level. There was potential here, but it was unrealized, and without her peoples' superior vision, it never would be.

She shook her head.

_How in Hala's name did these primates ever defeat the chitauri?_

It was **this** victory that had first attracted the attention of her people. The Chitauri had been vast; their defeat on this backwater had sent shockwaves through the galactic community.

The few that had defeated them, these…Avengers the terrans caused them… were impressive to say the least; their existence proved that this race needed to be either properly yoked or destroyed.

They were clearly too unpredictable to be ignored again.

Once, several millennia ago, her people **had** been interested in colonizing this place, they had experimented on the simple primates here, before the demands of war drew them away.

Perhaps…after so many long years of evolution, these creatures were finally ready to take their place in the empire as prime breeding stock; their genetics would enrich the empire, in that she was certain.

Her people would raise them out of the mire in which they now found themselves, and bring them into a new era, an era of peace and prosperity.

Some would not accept this of course, even back home, but that was the way of true science, convincing the ignorant that you were right, and that they needed to expand their own thinking for their own good.

The woman pursed her lips.

They had a warship in orbit, hidden behind this place's only moon, it would have been more than enough to establish a foothold here, and reinforcements would arrive in less than a Terran month. Before the year was out, this entire rock would belong to them, and the real work of improving these people could begin.

_I'm sure the Chitauri thought much the same._

That realization gave her pause

She tried not to underestimate the people here, the Chitauri had…too their own misfortune.

She glanced down at the device sitting next to her; she had been monitoring the beach house since the mongrel Danvers woman had first arrived. The genetic scans she had taken had proven most interesting. It seemed that Danvers' masters were gathering people such as herself, those who showed promise on the genetic level.

Those masters would not be happy that she was able to monitor them so easily; they had the most advanced technology this planet ha to offer to protect this secret.

Of course…her technology was not **from** this planet, so they might as well have been unarmed.

She frowned as she checked her latest readings, it seemed that the Danvers woman and her friends were leaving the imagined safety of their base, to what purpose she could not be sure, but it did present a most interesting opportunity.

If they could not find the one the humans knew as Lawson, they would settle for her, the woman who he had dared elevate above her station as a baseline human.

She reached into her bag, what the humans called a purse; she removed what had been disguised to look like what the people here called a cellphone.

In truth, it was something much more. She pressed her finger to the screen, the device reached out to the sky well beyond any satellite in this cesspool's orbit, all the way past the moon and to the hidden ship orbiting there.

A face appeared on the screen before her. Handsome in the way of her people, hard violet eyes sky blue skin, a slight mustache graced above his cruel mouth.

Every bit the image of male Kree perfection, and the captain of the vessel that now awaited her return.

She smiled.

"Minn Erva?" he said.

"At Las," she replied.

"Is there something wrong?"

The worry in his voice amused her, it was flattering but unnecessary, but she did not expect any less. Their genetic material had been engineered from birth to make them perfect mates, mates whose offspring would help enrich their people as a whole. He no doubt thought about that during her infiltration here, worried about that future.

"I am fine, At Las," she cooed, "I require your assistance in collecting a group of specimens, a single transport, with a squad of our finest ground troops should be more than sufficient.

The Captain snorted, but did not openly reject her demand, he would **not** deny her, and she knew him well enough now to say that.

"We must be careful Doctor," he warned, "The Emperor's orders were quite clear; nothing must jeopardize the current peace talks."

Doctor Minn Erva sneered. The peace talks between Xandar and her people were not welcomed by many in the Pama system. Many in the military saw them as a mistake.

Now they had to tread lightly, even on this backwater.

It was frustrating to say the least.

Of course, there were those who did not take the proposed peace as a good thing. She of course had heard the tales of Ronan the Accuser; apparently he had seized one of their warships, the Dark Aster, and continued even now to wage war on Xandar and its Nova Corps lap dogs.

The Emperor, of course, could neither condemn nor condone Ronan's actions. He still had to play the game of politics. If Ronan was successful, he would no doubt invite the Accuser home to a hero's welcome. If he failed…

Well, Ronan **was** just another fanatic.

"Care is needed, yes," she agreed, "But I have finally found the mongrel, this Dan Vers, the woman that our countryman dared to share his power with."

The Doctor's lips twisted with distaste.

"We should not leave her here for further study by the natives. I can study her better aboard ship."

At Las nodded.

"And carry out her dissection without Terran interference?"

Minn Erva smirked, considering what Lawson had cost them; she would enjoy seeing his pet Terran in pieces.

"Indeed." She agreed.

Captain At Las sighed.

She knew in that moment that he was going to give in. He was loyal to both the Emperor and the Kree Empire…

…But his heart and soul belonged to her.

"Send me your coordinates," he said, "Your team will arrive in one earth hour."

She smiled at her mate.

"Thank you At Las," she purred, "You will not regret this."

IOI

Elsewhere far from the Beach House, three people sat in a darkened viewing room watching a scene of vast destruction. Cars were flipped over; walls were crushed like they were made of tissue paper. Iron and steel groaned as the beast roared in fury.

The elder of the three, a man dressed in an American Military uniform watched the scene unfolding with a mix of respect and horror. He had known what the one the man and woman sitting next to him had promised, but seeing it for himself, with his own two eyes…

It was far more than anything he had expected. He should have been happy; this field test was proving to be more successful than any of their lab trials. The government would have no choice but to acknowledge the success of his work after today. The mistakes he had made back in New York finally would be erased…

…The first step on the road to redemption.

The young man sitting next to him smiled. He was a weaselly looking fellow with a bowl haircut, and a sneer that never seemed to touch his eyes. He sickened the old soldier but the man tolerated him never the less.

"Are you pleased, General," he smirked, "I trust that you find our little test satisfactory?"

The General snorted.

"That remains to be seen Dr. Tarleton."

Dr. George Tarleton chuckled, the general might try to deny it, but he knew that he found this as fascinating as the scientist and his colleague.

The General turned to her.

"What of you Dr. Rappacini?" he asked the olive skinned woman in the lab coat, "Are you as pleased as your partner?"

Monica Rappacini shrugged. She flipped her raven black hair back in controlled irritation.

"We merely seek to give our customers what they **want** General," she said, "We have much to make up for after the incident with our founder."

"Incident," the general snorted, "That is one way of putting it."

The woman fell silent, but her partner would not be dissuaded.

"Aldrich Killian was a **fool** general," the scientist spat, "He let his desire to hurt Tony Stark blind him to the value of our work."

Dr. Rappacini nodded in agreement.

"George is right general," she said, "Advanced Ideal Mechanics still has much to offer the US Government, as you can see on the screen."

The General sighed as he looked at the destruction playing out before him. The weapon that A.I.M. had promised him, so far…sh…it was doing exactly as they had promised it would. He wanted to believe that he was doing right, but he could not shake the feeling of guilt in his gut.

The things he did to keep his country safe, to keep those he loved safe.

The old solider sighed.

One day, he hoped that she would understand.

Tarleton had come to him with an interesting proposition. It had been a second chance for both of them, a chance for A.I.M. to redeem itself, to show that they were more than puppets to their late founder's mad dreams.

The General had given them that chance, and in exchange they had given him something that would help secure the safety of his family.

He watched the destruction through the brute's helmet cam. He tried not to think what it had cost to create the creature, to bait the trap that would bring down the man who nearly ruined his life. The two scientists assured him that everything was happening within parameters that the test subject was more than safe.

_She couldn't be hurt now, that was __**all **__that mattered._

If this worked, he would have something new to present to the joint chiefs, a weapon that would help keep America safe for all time, and preserve the lives of so many brave young boys and girls.

The old soldier's brow furrowed.

If A.I.M. was lying, he would finish what Tony Stark had started. He…

A bright flash momentarily blinded the camera, the three observers blinked.

Something struck their creature hard; the helmet cam must have been struck hard, the screen before them filled with static.

Tarleton held up his communicator, the one linked to the field team supervising the destruction.

"What was **that**," Tarleton demanded, "What is going on?"

Only static answered his request.

"What is going on," he repeated angrily, **"Report!"**

More static filled the viewing room; Tarleton was just about to scream when his answer finally came.

"The test subject is under attack sir."

Tarleton's eyes widened, he had never thought…

…Best not to think about that now.

Their men in the field were looking for leadership; He needed to respond unless his men grew ugly.

Their test subject rose with an angry roar, an orange and black blur flipped over it, yet they heard a pained yowl as their experiment defended itself…defended herself.

Rappacini grabbed for Tarleton's communicator.

A powerful looking man filled the screen, with curly brown hair and dressed in what appeared to been a black body suit.

"THE LION OF OLYMPUS HAS COME, MONSTER!"

He struck the test subject and from the picture the three were watching…she clearly took a step back.

Her strength level should have made that impossible.

The brute snarled and backhanded the man, sending him flying back.

The General was on his feet.

"WHAT IS GOING ON, TARLETON!"

"We…we don't know General. I…"

Rappacini again came to his rescue.

"Replay previous image," she ordered, hold and magnify when that man first came into view."

The computer controlling the viewing room obeyed, the picture froze and rewound to right before the man struck their creature. A still image of the muscle shown frozen, the image magnified enough for the three to get a look at the symbol on his chest.

The General felt bile rise in his throat.

"SHIELD" he spat.

Rappacini turned to her partner.

"George, we must order her to withdraw. She is strong but…"

Tarleton was not listening however he started at the large SHIELD agent on the screen.

He smiled deviously.

He pulled out a small tablet from his pocket, entered in new commands, commands that would be relayed to the field team, and then the test subject.

The order was quite clear.

DESTROY SHIELD AGENTS!

The General was looking at him with grim fear.

"What are you waiting for Tarleton, **pull her out!"**

"Sit down," he murmured.

Rappacini looked at him like he had lost his mind.

"George, we must…"

"**SIT DOWN!"** Tarleton spat.

His partner obeyed but the General glared daggers at the scientist.

"What are you playing at Doctor?"

A.I.M's new leader smiled.

"We wanted a test," he said pointing at the screen, "A true account of what she can do."

He pointed at the screen as the test subjected launched a car at a red haired girl, and a man in some kind of strange looking armor.

Tarleton could not help but grin.

"I think General, "He said confidently, "That we now have one."

The old soldier said nothing; he fumed as he sat back down.

A test Tarleton said.

_They would see._


	5. Red Scare

**Chapter 5: Red Scare**

It **wasn't** the Hulk.

It was something Adair knew that they should be grateful for. The Hulk…was…well…when the monster was raging there was very little that anyone could do. When he heard that they might be facing Bruce Banner's volatile alter-ego, he had downloaded everything that SHIELD had on the man and the beast, his fights with the US military, his rage on the Helicarrier, and finally his defense of New York with the rest of the Avengers.

The term monster did not fit the Hulk; it was not a strong enough word…force of nature might have been better.

So perhaps it was a good thing that they would not be facing Dr. Banner's…other guy.

The SHIELD Quinjet carried the team quickly over the Arizona desert, even faster with Carol Danvers in the pilot seat. While she flew Riley spoke with SHIELD HQ.

They were still trying to figure out what they were dealing with here.

SHIELD had confirmed that Dr. Banner was currently in New York, spending a quiet evening in his rooms at Stark Tower. Yet the reports still continued to come in from Broken Shovel Arizona, a one street town little known outside of it being one of the many small towns the had been built during a now defunct mining boom.

Reports of a giant monster tearing up a small oil refinery ten miles outside of the town easily reached SHIELD's ears. Some brave citizens had even managed to take grainy cell phone pictures and videos of the beast. You could not see much, only a large humanoid shape; one that could apparently toss a car like it was a soccer ball.

Riley shook his head.

_He still was not sure if his team was ready for this._

SHIELD satellite surveillance had verified the presence of gamma radiation, but the energy signature did not fit the Hulk's profile. The satellite was also detecting tremendous heat at the site, far beyond the fire's currently burning there.

Whatever they were facing, it was clearly new to SHIELD. Reports from the Hub advised extreme caution.

Riley smirked.

_Agent Hand was using her gift for understatement again._

He thought of requesting military back up, but in the end rejected the idea, if this was some new kind of powerful individual, calling in the military might lead to lives lost because no one understood what they were facing.

No, the team might have been a little green, but they were still the best shot at evaluating this situation.

Riley looked over them. Crystal seemed nervous, but Dane was doing what he could to comfort her, the scientist's bulky armor, not nearly as streamlined as Tony Stark's looked a bit out of place, a blend of fourteenth and Twenty-first century. The black stealth coating, according to Dane, was both heat and cold resistant, a useful tool given what the satellites were saying. Hopefully their Black Knight was up to the task, and his tech could perform as well as he thought.

Riley hoped it would be enough.

Tigra continued to complain how the one piece black uniform was hot, even though it left her arms and legs bare. Hercules wore the pants of a SHIELD uniform, but preferred his own bandolier and shoulder armor, a massive bronze war club hung from his belt.

Herc had claimed to have slain several monsters of myth with that club. Hopefully it would work as well on modern day monsters.

Spector wore the garb he had been using since his return from Egypt, silver white body armor, with a long silvery hooded cape. He wore a matte black mask under the hood which almost made his face disappear. The man idly fingered one of his crescent darts as they flew over the desert.

Riley tried not to stare too hard at the mercenary. Spector…he was not what he expected at all, the money hungry sociopath that the files described did not seem to exist anymore. Marc Spector seemed to have dedicated himself to something more than wealth and violence.

That black empty hood turned his direction, Riley nodded to him.

Spector nodded back and returned to his musing.

They have the skills, but the teamwork might not be there, most of these people are used to working alone.

Riley frowned as he double checked his own weapons.

_We should have had weeks more training,_ he thought, _given everyone time to learn each other's strengths and weaknesses. A team was only as strong as its weakest member._

Physical power was often not enough, you needed trust as well.

Carol was once again clad in her blue and red uniform, the one with the golden star on the chest. She had said nothing as he continued to confer with both HQ and Felix and Karl at the beach house.

Warbird seemed on edge, she knew how her powers worked but this would likely be the first time she tested them in combat.

Riley's monitor beeped, he looked down, an update from Karl back at the beach house.

As a level seven agent, the tech had access to recent SHIELD missions and activity, the energy spike coming from this monster had still not been identified, but the readings were similar to the ones taken by Tony Stark during that Mandarin business a few months back, the readings taken from Aldrich Killian's super soldiers.

The Agent frowned.

He had heard about _extremis _of course, a highly unstable compound developed by the Advanced Ideal Mechanics. All the research on that was supposed to have been confiscated by SHIELD. Of course, not all of Killian's scientists had been accounted for when their leader fell.

This could be some of their work, or perhaps a new player in the game.

Carol switched the Quinjet to silent running, not true stealth, but it would not disturb the locals, not that many were left, the authorities were under orders to evacuate everyone they could, just in case Riley and his team could not hold the line.

Adair shook his head.

They weren't ready for this.

Unfortunately, there was no going back now.

They were committed.

They were going in.

IOI

"DANE!"

Crystal shrieked as she sent a whirlwind spinning towards the monster, it let go of Whitman, but only after tearing away a chunk of his breast plate. It chucked the armor at the elemental, and only the timely intervention by Spector saved her, a quicksilver blur pushing the woman out of the way.

Riley watched the battle from the Quinjet, wishing he could do something to help, something beyond barking orders, but against that thing…

He doubted that his handgun would do anything more than annoy the creature.

Crystal and Dane had been trying to work together, he tried drew his weapon, a cross between a cattle prod and a longsword, he tried striking at the monster's stomach, but it had grabbed the weapon by the blade, apparently drained its energy and tore it from Whitman's hand.

Crystal was trying to create a localized whirlwind around the creature's face, trying to sap its breath, and make it pass out; so far…it was not working.

Riley shook his head as their opponent stepped out of the flames and stood fully revealed to them. It wasn't **the** Hulk that much was clear, but it was clearly…a hulk.

And it was also…a woman.

She stood eight feet tall, at least, powerfully built with long shoulder length black hair, the forelocks of which were the color of red flame or fresh blood, much like the woman herself. While Banner and other gamma irradiated beings Riley had heard of had turned green, this…woman had skin the color of fire.

Not just a hulk, but a she-hulk…

…a red she hulk.

The leather uniform she wore was clearly military design; a silver headset shimmered on her head, wrapped around the giantess' skull like some kind of strange spider. Her eyes flared with golden light, small injuries seemed to heal almost instantaneously. Tigra had leapt on her early in the fight, scratching at her face, before the heat the monster was generating drove the cat-woman away. Flame licked at those wounds as they closed.

The giantess grinned, and roared with renewed fury!

Again Hercules tried to charge her, she turned to meet him.

Carol struck her from behind like a missile, driving her fists into the she hulk's lower back.

The force would have broken a normal person in half, but only served here to throw the woman off balance.

Hercules tried to strike her with his war club.

The woman blocked his arm and used Carol's momentum to plow into the demi-god.

Carol had to pull back, not wanting to hurt her teammate, it gave the red woman the time she needed.

She backhanded Carol, sending her flying. She struck a rusted old pickup truck hard, and lay still.

His eyes widened with horror.

Carol!

"Spector," he shouted into his headset, "Keep her back, distract her! Carol is down; I'm going to see what I can do!"

"Very well," was the only response he received.

Riley lowered the ramp and hurried towards the battle site, once again checking his pistol.

This wasn't the smartest thing he had ever done, if that monster got ahold of him…?

Well…it would not end well.

He approached the perimeter fence of the old refinery, destroyed machinery, flipped over burning cars dotted the landscape. So far they had managed to contain the situation; the red she hulk did not seem interested in moving towards civilians. She mostly seemed intent on wrecking this place.

The question was why?

There was nothing here, nothing of value. Why destroy it? When they had first arrived, and realized what it was they were dealing with, the woman had paused, as If she was unsure what it was she was seeing, then, she had roared a challenge and attacked.

Tigra and Herc had tried it first, and gotten both bruises and burns for their trouble, now the rest of the team seemed more cautious.

IOI

Dane was back up again, he used his armored legs to increase his speed; a large kite shield appeared as the plates on his wrist reconfigured themselves.

He slammed into the red giantess.

She grabbed the top the shield and started to tear it in two.

Dane head butted her; it snapped her head back but did little else.

Knight and monster glared at each other.

He got a good look at her fearsome red face, and the silver gear wrapped around her head.

The scientist in him blinked.

It looked like some kind of injection system, and if he was not mistake he thought he recognized a camera rig, likely hardened against the intense heat, but…

It seemed that this was not some random monster temper tantrum, someone was watching this!

Watching them.

The Red She Hulk tore the shield from his arm; along with his much of his gauntlet, had he not triggered the release, he might have lost part of his arm too.

The Giantess reached for him.

A blast of cold water, struck them, the red woman howled as scalding steam rose from her fiery skin.

The geyser like blast knocked Dane out of monster's grip, he struggled to rise, he feared that his armor had been totaled; he would not be able to attack the woman again…

…So much for the grand legacy of the Whitman family.

The legacy of the Black Knights.

Still if he could not be a hero here, he could at least be a scientist. He tried to remember everything he had seen in that brief glimpse of the rig on the red woman's head.

It had looked like an injector system of some type, but injecting what? Aggressors maybe? Adrenalin? Or something stronger, seemed likely, Banner's transformation occurred when angered.

Perhaps this woman's transformation was similar, but why? Why would somewhat want to make another hulk?

The red she hulk tried to charge him, to finish what she started, furious and soaked, she did not seem to be in a talking mood.

Fortunately he had friends on his side.

Friends like Crystal.

The young woman stood behind an open fire hydrant, part of the refineries safety systems, the water obeyed the young elementals every gesture, dousing the red giant.

"Let's see if we can cool you off!" she shouted.

The monster roared, picking up a car door and flung it at her.

Hercules leapt between them, he caught the projectile and flung it back.

The giantess dodged and glared at the Olympian.

Hercules laughed.

"Come Amazon," he cried, "The Lion of Olympus welcomes your strength! Let us engage in glorious battle!"

Spector appeared out of nowhere, one of his throwing blades hit the monster between the shoulder blades. His silver cloak opened in the shape of a vast crescent moon.

The giantess spun trying to strike him; he tried to trip her with his Bo staff.

She brought her fists down almost pulping the former mercenary. Crystal doused her again.

She staggered, but did not fall.

Tigra leapt down next to Dane, who was trying to separate himself from his damaged armor.

"That mouse is too much for a pretty little kitty like me," she purred, "You got any ideas Sir Galahad?"

He considered it.

"That helmet thing she is wearing, we need to get it off her," He suggested, "If it is feeding her rage, we might be able to calm her down if it is removed.

Tigra grinned.

"Not going to be easy," she said, "But why not, what cat isn't curious enough to try a stunt like that.

She leapt away into the shadows, likely looking for a spot to strike from.

Dane tried to raise the others, but his comm was slagged, and even it wasn't he doubted he could make Hercules listen.

He did not see Carol anywhere, she was team leader after all, and Agent Adair had not…

Wait…where was Agent Adair?

IOI

Riley managed to make it to Carol, she did not look good, but at least she was moving.

He ran his hands over her, checking for injuries. She…

Her eyes snapped open. She gasped, and seized him in a vice like grip.

"Car…ick…" he struggled, "Carol…stop…it…it is me!"

Her eyes seemed to focus, she let him go.

He gasped for breath.

"Riley, what the hell are you doing out here?"

He coughed and smiled weakly.

"Trying to help," he murmured.

Another roar from the red she hulk rang out. Tigra leapt onto her shoulders claws tearing at silver headgear.

The giantess thrashed her skin glowed, Tigra yowled, the smell of burnt fur filled the air.

Carol grimaced.

She looked at Adair.

"Stay here," she ordered.

The SHIELD agent nodded.

She leapt back into the fight.

IOI

Tigra leapt from the she hulk's back, the woman reached out trying to grab her.

Carol struck the giantess with a right cross that staggered her.

She fell back to check on her teammate.

Tigra hissed as she leapt behind a damaged car, gingerly checking her singed fur.

"Greer?" Carol cried.

"Pfui," cat woman snarled, "Last time I take an order from Dane."

"Order," Carol said curiously, "What order?"

"Sir Galahad thinks we can end this by ripping off red whore's shiny head gear, thinks it's making her mad. I think…"

Carol shot into the air.

Tigra rolled her eyes inspecting her singed tail.

She licked it repeatedly.

"Pfui," she spat.

IOI

Danvers floated above the battlefield, gathering her wits. So far she had proved more resistant to the monster woman's heat than the others.

If she dove down fast enough, she might be able to…

Something slammed into her like a freight train, knocking the wind out of her.

What the…

Danvers glanced up to see a very surprising sight, a dark skinned woman dressed in a business suit…a woman who held her in a death grip…

…A woman glaring daggers at her.

"Terran mongrel," the woman snarled, "I have you now!"

Carol was so shocked that she did not even try to defend herself.

The business woman struck her with a vicious punch.

Carol started to fall.

The world went dark.

IOI

Dr. Minn Erva floated over the battle field, her unconscious prize held in her arms.

The Kree woman smiled.

What mere terran could resist a true daughter of the empire, a daughter outfitted with their best genetic enhancements?

No one, not even a terran who had the same gifts.

Humans were nothing before the might of the Kree.

The air before her shimmered, revealing a Kree drop ship, its lights played over her form.

"Doctor are you well?" a voice boomed over a loud speaker.

She almost laughed, like she had been in any danger.

"I have achieved our objective Yonn Rogg," she said holding up Carol's unconscious form, "But we are not done yet."

She looked down at the battle below, the flames and combatants.

"I wish to take these specimens for further study," she declared, "Secure them for transport."

"As ordered," the drop ship's commander confirmed.

Kree weapons turned towards the ground.

Minn Erva smirked.

The drop ship opened fire.

IOI

Fire rained down on the refinery.

Riley tried to get out of the way, but was struck by some strange blast.

The SHIELD agent screamed, it felt like his every cell was on fire, and he was not alone.

He saw Crystal and Tigra fall, struck by the same pulsing ray. Hercules stood longer resisting the first bombardment.

The she hulk struck him as he tried to recover, the monster roared at the heavens.

A blast struck her too.

Riley thought he caught sight of Spector trying to flee the site, perhaps trying to get back to the jet.

One of the blasts struck one of the oil tanks. It exploded violently.

Marc Spector vanished as the flames consumed him.

Riley thought he heard Whitman cry out, the scientist tried to reach their teammate, even though Adair knew it was no use.

Spector was gone.

Another blast struck Dane, the scientist staggered and fell.

Adair could do nothing, not even signal HQ.

He could not move. He could not even blink.

A shadow fell over the battlefield.

Blinding lights shone down on the survivors.

Shadows seemed to materialize out of thin air, they moved with military precision, checking to see if anyone still lived.

As he lost consciousness, Riley found himself staring up into an armored face, an armored face with strange painted markings around the eyes.

…A face with blue skin.

He almost chuckled.

First red women, now blue men…

What was the world coming to?

The figure pressed something to his neck.

Everything went dark.


	6. The Prison

**Chapter 6: The Prison**

_Time had __**no**__ meaning._

At least that is what it felt like as Riley Adair was dragged down the stone hallway by two giant Kree guards, their dark green armor looked almost black in dim light.

"**Move terran**!' the one on the right growled, at least Riley thought it was the one on the right. Most of the guards in this place looked almost identical, over six feet tall and all solid muscle, true sons of the Kree race's selective breeding program…

And how he knew about that…even he could **not** say, many facts drifted through his mind now, and more always seemed to come after his sessions with the Kree scientist and her interrogators.

The agent's head swam; ideas and information that were not his and had never been learned by him invaded his every thought.

_He tried to stay focused where he was, and to remember who he was._

It **wasn't** easy.

Adair, Riley, Agent 28, a member of the Strategic Homeland Intervention Enforcement, and Logistics Division, he knew **those** things, the good hard facts. Who he was though, what kind of person he was…those thoughts felt slippery, he tried to hold on to them, even though it felt like he was losing the battle, no…he would be strong...

…Despite everything that Dr. Minerva had done to him.

Riley's brow furrowed, rage flashed in his eyes.

Anger helped burn away some of the cobwebs. Minerva, or Minn Erva, as she preferred to be called had been torturing him for days, possibly even weeks. The Kree woman called it experimentation, but he knew better.

Today, they had finished what she had called indoctrination level 2, and she had been so pleased with the results she had decided to go to stage one of indoctrination level 3.

It was all the agent could do to keep from moaning.

Another level, and with it, more intense pain, more hot and cold energy bursts.

It was almost enough to make him sob.

He tried to remember his training from operations school. The best way to defeat torture was to let your mind wander from the here and now, find a happy memory and hold onto it.

Riley had tried many such memories. The day he had been recruited into SHIELD, the day he had achieved level 1 agent's status, he had even thought about the cards games he had shared with fellow agents. He tried remembering meeting Coulson's friends and allies, listening to John Garrett's stories, while Victoria Hand shook her head and rolled her eyes.

_None of them had worked._

Always his thoughts drifted back to Atlanta…back to Carol…

…_**Those **__worked._

Minerva realized what he was doing, he suspected. She was not above using Carol to get what she wanted. As long as she was focusing on him, she was delaying her dissection of Carol, the woman she considered a mongrel…

For Carol, he would endure…he was just not sure how long he could last.

Captain At Las, the military commander here, had gotten an idea as his Kree Warship had retreated with Riley and his team as their prisoners. He had observed Minerva's questioning of them, and upon learning more about SHIELD the Kree commander had gotten an idea. An idea that he had apparently sent his superiors without informing Minerva, the doctor was not very happy about that, but her loyalty to her people bade her obey their wishes.

The Kree were interested in Earth, but unlike the Chitauri they were not willing at this time to commit an invasion force. So At Las had come up with a different option.

The Kree were not above using sleeper agents, they captured low level officials or people with access to power, brainwashed them, and gave them Kree genetic enhancements. These sleepers were programed to believe that bringing their people in the Empire was a good thing, they were Kree in all but name, and many lower level civilizations had fallen to such tactics over the centuries.

_Earth was to be next._

_Adair __**was **__to be their first sleeper._

He had reached indoctrination level 3, which meant that they had begun instilling in him a sense of Kree pride and superiority; they had also begun making changes to his body, changes that would aid him in his infiltration.

What those changes entailed, he could not imagine, but he doubted that they were anything good.

It was just another reason that he…that they **all** needed to escape. Most would think such a feat impossible, but…with a little timing, and help…it could be done.

Among the many things that Minerva's programing had showed him, was the location of this facility. A place the Kree referred to Black 19. One of the empires most distant space stations, situated far from the main holdings of the Kree Empire, out of sight and out of mind of the Kree citizens. It served as a science and research platform where the imperial science division investigated the further improvement of the Kree race…

…Or in more laymen's terms, a place where the Kree tortured other races in hopes of finding genetic traits to steal and make better soldiers for their vast war machine.

Adair tried to look up.

The guard on the left cuffed across the neck hard.

"**Eyes down human,"** he spat, "You are **not** fit to view the grandeur of this facility!"

He almost smirked at that.

_Grandeur…__**really?**_

The dim lighting did little to reveal the details of this place; the Kree seemed to favor drab gray stone for their ships and facilities. The only brightness he had seen since coming here was spherical control displays used by the technicians in Minerva's lab.

Despite the pain in his head, and ringing from the guard's strike, he tried to do his best to memorize what he was seeing. Kree glyphs and numbers marked the various rooms, guard barracks, sanitation, and training.

He was even more shocked when he realized that he **could **read these signs. The Kree obviously did not realize it or they might have covered his eyes as he was taken back to the main prison.

_Fighting a stupid enemy __**was **__easy, fighting and arrogant and prideful enemy…more so._

Everything the Kree gave him was filed away. When he and the others got out of here, SHIELD would be very interested to hear about the Kree, Adair's growing knowledge of their civilization, weapons, and technology would be a big help if the Kree ever decided to come to earth enmasse.

As for the team themselves, they seemed to be staying in as good of spirits as they could. Their capture, the death of Marc Spector had galvanized them all. To survive in this place they had needed to work together. Many of the prisoners were quite strong; some even had abilities on par with members of his team. The only thing they did not have was cohesive back up. The Avengers, his Avengers seemed to have that now.

This experience went far beyond any team building exercise he could have devised. They had all needed to learn to trust each other, and quickly. Even Tigra and Herc had got with the program.

Adair frowned.

Hopefully there would be a home for them to return to. Some of Whitman's theories had the team worried.

Dane could still not say how much time had passed. It felt like weeks, but the scientist feared that it might be longer.

He had no idea how Kree FTL travel worked. What had been a matter of weeks for them might have been a hundred years or more might have passed on earth since they had been taken.

The worry had been a legitimate concern, though it had been laughable to one of their fellow inmates.

He had actually laughed long and hard about it.

This one prisoner here had set them straight. The Kree used a series of interstellar gates to move their ships long distances, gates that functioned similarly to the portal the Chitauri had used to attack New York. Passage was almost instantaneous through those gates.

The prisoner's assurance gave them all some relief, and also another willing accomplice.

Like them, this particular individual was looking for a way out of the blue men's grasp. He claimed to be a competent pilot, and if they could get him to a ship, he **could **get them home. He merely needed the right people to help him get past Kree security.

Riley smiled about that.

_His Avengers would likely be able to do just that._

The guards forced in him to stop, Riley glared impotently at the floor, while a trap door irised open. It led to a chute that opened up to the main prison complex.

One of the Kree leaned in with a vicious smile.

"Try not to die down there Terran," he smirked.

The guard pushed him.

Adair fell.

IOI

Black 19's main prison complex had begun its existence as a Kree mining operation. For generations, laborers had tunneled out the massive rock, collecting any ore that their masters found valuable.

Many of those tunnels now served as cellblocks, and living quarters, six tiers high, each with a reinforced walkway. Prisoners from over a dozen alien species called this rock home.

When the ore had run out, the operation had been abandoned for almost a hundred years, then the Kree Science Division had purchased it, installed the surface facility and labs, and had the whole operation sent to the outskirts of the Empire.

A lone Kree warship defended the distant outpost; _The Ramatam_ was assigned to assist Dr. Minerva in whatever she required to complete her research. Captain At Las did not mind the assignment, it kept him close to his mate, and whatever was good for Minn Erva was good for the Empire.

He believed that without a shadow of a doubt.

The prisoners shared one unique trait. They all possessed gifts or abilities that the Kree wanted to see in themselves, or at least in their future generations. As a species, the Kree had not changed for hundreds of years. Many of their scientists feared they had reached a genetic dead end. The Kree showed no signs of further growth, no mutation, positive or otherwise. Perhaps this was a result of their own genetic tampering, or perhaps they simply had grown as far as they could.

Without evolution, without change…a species would die. The Kree were fighting hard to resist that fate.

IOI

Riley slid down the main chute, the one leading to the central floor of the prison. The prisoners were divided into three groups. Those in red tunics were considered valuable to the Kree. They were provided the best the facility could provide. Food, medical treatment, and the protection of the guards were just some of the benefits the red prisoners enjoyed. Any prisoner that attempted to harm a red was subjected to the most horrible death the Kree soldiers could perform.

Carol Danvers and Crystal both wore red.

The next level was the blue prisoners, these showed promise to the Kree and their research. Their lives were not as sacred as the reds, but they were at least monitored. A prisoner would face punishment for killing a blue, but it was rarely death. As for the dead blue, their bodies were taken up to the labs for dissection and further study. What was considered valuable was shipped back to the Imperial homeworld for further study.

Hercules, Tigra, and Dane Whitman all wore blue. The demi-god was a curiosity for Minn Erva; she had seen Olympians before, but never one of their half breed offspring. Tigra's genetics were an unknown to her, for that reason the cat woman still lived. Dane Whitman's knowledge of human technology was also of use. His work with SHIELD had earned him a place among the blues.

Then…there were the yellows.

Prisoners in yellow tunics had already been mined of all their genetic secrets; they served as the prison's main work force. The Mortality rate among them was quite high. They did dangerous jobs, and the Kree did not step in when fights broke out among them. Unlike the other two groups, yellows were expendable. A prisoner was never punished for killing a yellow, quite the opposite in fact. The death of a yellow was rewarded. The Kree considered it population control. The only reason there was still yellows here, was that the labor was needed.

Riley Adair was given a yellow tunic.

When he fell down the chute, three aliens were waiting for him. He probably would have died right there.

Had he not had any friends here he would have.

Hercules and Carol were waiting. The dampeners that the Kree fitted to Carol prevented her from flying, and her strength had been nearly halved, but that still meant that she was strong enough to aid Riley.

Hercules was also collared, the wristbands and collar increased gravity's pull on the Olympian. It limited his strength.

He gave Adair a considered look.

"You do not look well friend Riley," he said.

The agent chuckled.

"Thanks for noticing big guy," he sighed.

Then she was there, standing before him. Even with the dirt and grime of this place she still looked good.

Riley gave her a weak smile.

"Hey Carol."

She reached out and touched his face, the concern in her eyes made him feel a bit self-conscious.

"Why are they doing this?" she asked, "Haven't they done enough?"

Adair almost laughed.

No the Kree were not done with him, not until he completed submitted and agreed to work for them against SHIELD.

He wouldn't do that, not willingly.

This is why they needed to get out of here.

He struggled to his feet, trying to shake off the last effects of the indoctrination.

"I'm okay," he said smoothing out his tunic. He looked around at the many alien faces, one was absent today.

He frowned.

"Where is the rodent?"

Carol gave him a wry look.

"He does not like being called that," she reminded him.

"Why do you think I do it," he responded.

"He said he would meet us up on tier 3, he has something we…

A scream rang out, a familiar scream…

…A woman's scream.

Riley cursed.

"Where is Greer? She was supposed to be watching her."

He pushed his way passed his friends.

There was one other who came to the prison with them, someone who did not deserve to be here.

Someone who had had enough done to her.

They had first met her as the Red She Hulk.

Now they knew her name.

Elizabeth Ross.

And she was in danger, unable to change back into the monster they had fought in Arizona.

That made her vulnerable, that made her prey.

Riley was not about to let that happen.

IOI

"**Stay away from me!"**

Liz's eyes glowed, but that was it, the dampeners the Kree kept on her prevented no more a change than that.

Minn Erva had dismissed her as unstable, worthless to her work. The blend of gamma energy and extremis in her blood stream had no use to the Kree.

They had given her a yellow tunic. It had made her a target since she had gotten here.

Three burly aliens stood before her, she backed up against the wall but could go no farther.

Part of her still wondered if this was all part of some horrible nightmare.

Part of her still prayed that she would wake up.

She remembered little of what had happened to her before this. After that business with the Hulk…with Bruce in New York she had returned to Culver University, tried to return to her old life…

It had not worked out.

One night as she had been walking to her car, she had been grabbed from behind, she struggled briefly, tried to cry out.

She had felt something sharp jab her in the arm.

Everything went dark.

After that…her memories, they felt...strange…disjointed.

Bruce…he had tried to describe to her once what it felt like the change…

No words could describe it; now that she could change she understood that…

Words were too small for such a thing.

Riley and the others, the people who had tried to stop her, they had done their best to try and protect her, but they could not be everywhere at once. Sometimes she was alone in the horrible place.

Times…like now.

One of the aliens grabbed for her hair with a gray tentacle, she slapped it away. Her long dark hair, the same hair that Bruce once called elegant tore out. The red forelocks glowed with power, much like the yellow glow of her eyes, but that was all that she could manage.

She was so scared here…so very frightened.

She wished that her Father was here.

She wished Bruce was here.

"Stay away from me," she repeated.

The tentacled alien chuckled.

"You heard her, back away!"

The three looked behind them, Crystal stood there, glaring at them.

"Go away red," pink skinned man in blue spat, "This yellow is no business of yours."

"She is one my friends," Crystal said, "You won't touch her."

"Or what," the leader repeated, "You got dampener collar, you can't…"

Crystal ducked.

A large branch flew over her head smacking into the leader and driving him back.

It swung back and forth, knocking over the aliens allies.

Elizabeth did not move, not until she saw the branch withdraw, and she spotted what was attached to it.

She gasped.

It was large, taller than Herc; it looked like that old gnarled tree outside the home she had lived in when she was five. The one she used to think was haunted.

The tree…thing looked down on her.

It smiled.

A small figure walked between its massive legs. It barely came up to Liz's thighs; a dirty blue tunic was tied around it like a toga.

It sniffed as it kicked the pink man who tried to attack her.

"Idiot," it spat, "How many times do you have to get a beating before you realize that some people are off limits! Seriously, those blue jackasses must have taken your brain out or something."

He turned to Liz.

"You okay?"

Her eyes widened, she looked at the furry muzzle the black markings around the eyes, the bushy tail.

She feared that she was losing her mind.

"You…you're…a…a…"

The furry alien snorted.

"What I am is out of patience," he hissed, "You people say that you can help me get to a ship, so far I'm not that impressed with the plans."

Crystal gave him a sympathetic look.

"We had to wait until the Kree sent Riley back, Rocket," she said, "I'm sure he has come up with something by now.

Rocket sniffed.

"He had better," he turned to the tree…thing.

"Let's go," he said, "Let's hear what the rest of this lot has for us."

He strode away with Crystal at his side.

Liz shook her head.

She had just been saved by a walking tree and a talking raccoon.

What else could happen today?

The tree offered her a limb; he helped her back to her feet.

She gave him a grateful look.

"Thanks…I think."

The tree's smile widened. He fell in behind her, protecting her in case anyone else tried to attack them from behind.

He leaned in closer.

"I am Groot," he said softly.

She managed a weak smile.

"Betty…I…I mean Liz…it…it is a pleasure to meet you."

Groot nodded. He said one thing else, which confused her a bit.

"I am Groot."

She pursed her lips.

Hadn't he just said that?

Liz Ross shook her head.

She still hoped that she was dreaming…

But she doubted it…

She wasn't **that** lucky.


	7. Breakout

**Chapter 7: Breakout**

"**NO!"**

The Kree guards forced Carol and the rest of the team back, four in all and as strong as she was without the dampeners attacked to her, if not for those dampeners the team might have taken a shot at freeing Riley from the guards…

Unfortunately they were on full power.

The Kree officer in charge glared at her.

"**Stay back mongrel**," he snarled, "The doctor needs to continue this Terran's education, red mark or no, you get in the way we are authorized to use **force**!"

Carol glared at the Kree soldier, part of her was tempted to push the issue, bur Riley shook his head no., but he did so with a slight smile on his face.

So far everything was going according to plan.

"It is alright," the SHIELD agent said, "I'll go with them; just keep a place warm for me when I get back."

Carol nodded, that was the code word, now they just had to…

Angry chittering caused the guard in the back to spin around; he tripped on the small figure near his legs.

He spun around, stunner at the ready.

"**HEY YOU ALMOST STEPPED ON ME PAL!"** Rocket snarled, "Don't go glaring at me because you forgot how to walk."

The Kree looked like he was about to clobber the small alien, but his officer roared something in his native tongue.

The soldier stood at attention.

"Dr. Minn Erva is waiting for this prisoner," the leader growled, "We don't have time for correcting rodents right now."

Rocket hissed at the guards as they passed by. Riley caught the tiny alien's regard as they left chamber.

Rocket nodded.

He had gotten what he needed off that guard, and with Carol causing the distraction, no one had been the wiser.

Adair smiled slightly.

Rocket had boasted that he had broken out of twenty prisons during his short life…

It looked like he was going to make it twenty one.

IOI

Carol watched the guards pretty much drag Riley to the small lift that led up to the surface. Dane and Crystal stayed close to Liz while Hercules, Tigra, and Groot kept Rocket hidden from the cameras that the guards used to monitor this section of the cell block. She was not sure how the large tree-like alien knew where those cameras were, but it was clear from Rocket's confidence, that what was about to happen next was going according to plan.

There was just one problem though…

She hated this plan.

She hated everything about it.

It was bad enough that they were using Riley to keep Minn Erva busy, to know that he was being tortured and experimented on right now just to buy the smarmy little rodent the time he needed to get this escape plan of theirs rolling.

Sadly, they had no choice, none of them could pilot a space ship, and Rocket apparently could.

They would need that if they even wanted to see earth again.

She heard the tiny alien humming to himself as he worked. It had taken days to gather the bits of junk he needed to get things rolling. A source here, a part of a broken guard communicator there. To Carol it looked like the little creature just liked shiny bits of junk, but seeing his fingers move swiftly over the components, she did not doubt that he had some skill.

She just hoped that it would be enough.

Tigra hissed softly to herself.

"What is it now?" Rocket snorted.

"Are you sure you know what you are doing?"

The alien snorted.

"Would you like to take a shot at it striped girl? Do you understand standard Kree communication protocol? The tone system they use to handle their automated equipment? How about the dampeners' internal locking mechanism, the ones that fit into your spine? If you want to take over I'm willing to let you do the busy work."

Tigra hissed. Clearly what the little alien said was Greek to her.

He chuckled.

"Then let me work my magic. Everyone be ready, when things start happening, they are going to happen fast."

He glanced up at Carol.

"Your boyfriend better be right about this Blondie. Kree protocols are quite clear on what happens here during prison breaks. The few survivors from the last one attempted here did not tell us what we needed to know easily."

She glared at him, not that fact that he was questioning the plan or Riley…

..But that he called Riley her boyfriend.

"Riley knows what he is doing Rocket," she said, "Just do your part, and let him do his."

The raccoon sighed.

"Let's just hope that the blue guys have not completely scrambled his brains by the time I'm finished."

Carol winced.

In that, she and the alien was in agreement, the success of this plan depended on Riley being right about Minn Erva, and what that Kree warship would do once word of the break reached it.

One misstep could lead to the death of them all, but what choice did they have? They were all dead if they stayed here.

It was now or never.

Escape or die.

She felt tense, not scared, and just tense, like the first time she had ever flown on a combat mission. The same jittery nerves, but that was all.

Rocket continued humming as he worked. Damn it! Why couldn't the alien just finish his work in silence, that humming was starting to…

"Got it," he purred.

She turned, looking at the strange device he had cobbled together out of his bits of junk.

Rocket gave her a predatory smile.

"We'll give your boyfriend a few more minute to get to the lab before we set this baby off. Then we will see if he is right about all this.

Carol glared at him.

He is not my boyfriend, she thought.

But he was likely their only hope.

IOI

The guards forced Adair down hard onto Minn Erva's operating table, they moved quickly securing his arms and legs, mechanical arms whirred as they readying the implant injectors preparing for the next stage of Riley's indoctrination process.

He did not struggle. Unlike his previous sessions here, this was all part of the plan, he needed to keep the doctor occupied, and hope that she would do what he expected her to when the trouble started.

Minerva, like all the Kree here were extremely arrogant. She spoke to freely in here, confident in the impregnability of her little prison. That and she continued to try to instill in him a sense of Kree superiority, all for the purpose of speeding his conversion as a sleeper agent.

Today, she would learn just how successful she had been.

The guards left as the Doctor entered, her red and black scientist jumpsuit stood out brightly in the dim lighting. A cruel smile graced her blue features; her long black hair tumbled down to her shoulders.

"And how are we today Agent Add Dair?" she cooed.

He ignored seductive tones of her speech; it was just another type of manipulation, trying to make him into her puppet, as she had done Captain Att Las.

Minerva wasn't a woman; she was a spider sitting in the center of her web. He had no desire to be devoured by such a predator, still he needed to keep her distracted a little while longer.

"Hello Dr. Minn Erva," he said in a flat monotone, "How are you?"

She smirked at him.

"Civility? Interest, perhaps things are progressing better than I have thought Agent Add Dair."

He almost smiled.

She had no idea.

She lifted a metal pad, typed in several commands. Lights began to flash on the table on which he lay.

He took a deep breath, readying himself for the next bout of pain.

"I think we shall proceed to the next two levels of indoctrination today," she said conversationally, "Your body had taken quite well to the initial physical implants, I think we will need to accelerate the program."

"You know what is best Doctor," he replied.

Again Minn Erva smiled.

"Well said agent, well said."

She leaned over the table at him, staring at him with those dark cool eyes of hers.

She smiled seductively, running her finger down his bare chest.

"One day," she purred, "Your people will recognize you as a savior, the man that elevated them, and brought them into the hands of their betters. I hope you understand that."

He smiled slightly. The gentle pulse of light and throbbing at his temples already starting to make his head spin, his thoughts swim with knowledge that was not his own.

He tried to stay focused on the now.

He thought of Atlanta.

He thought of Carol.

"I always wanted to be hero doctor," he confessed, "Unfortunately, few people ever are called that word until after they are long dead, and many that do die heroically die with no one knowing their names."

She chuckled.

"I never thought you fatalistic Agent Add Dair?"

His smile widened.

"I'm merely commenting on my current situation," he hissed fighting the indoctrination.

"Soon I will be dead and you with me."

"And who is going to kill me," she said, "your SHIELD no doubt thinks you and yours are long dead, and even if they did not, they could not reach us here."

"I wasn't taking about SHIELD," he said, "I was talking about Black 19 special protocol AA15"

The doctor's lips pursed.

"What did you say?"

"Protocol AA15, Doctor, your initial testing of my mind included many such unclassified protocols, you wanted to see if my mind could handle the load remember?"

She glared at him, no longer toying with him.

"What are you talking about Terran? Those protocols only go into effect if massive loss of control is experienced in this facility."

"Exactly Doctor," he replied, "Exactly."

Suddenly every loud speaker system in the prison let out a piercing high pitched wail. It grew louder and higher and pitch by second. Minn Erva clapped her hands over her ears. Riley struggled but was still bound to the table. The whine hurt, but he did not mind it.

It was all part of the plan.

Minerva glared at him, her face a mask of rage.

"What is going on Terran?" she snapped, "WHAT HAVE YOU DONE?!"

"NOT ME DOCTOR, THE AVENGERS!" he shouted back.

Electronics in the lab overloaded technicians ripped off their headsets as their monitoring devices overloaded, doors triggered automatically, becoming locked in the open position. Dampener fields failed all over the prison, several guards were blown into outer space when a door failed, and one survivor was only barely able to reach the manual override.

The last dampeners to fail were in Minn Erva's lab, the automatic restraints shut down. The indoctrination equipment failed.

Riley's bonds came away.

Minn Erva moved with all her Kree strength, she grabbed Riley's wrists trying to force him back onto the table.

When he had first arrived it would have worked perfectly, but she had been in a hurry to tell her superiors of her success, she had been working on his body as much as she had his mind, giving him upgrades.

He used those upgrades now.

He broke her grip, and back handed her.

He was not as strong as Kree soldier, but with the dampeners offline he was stronger than he had been before his arrival.

The doctor staggered back, tripping over one of her machines.

Riley sprang from the table. A technician tried to make it to the alarm.

Riley was on him in seconds, He used his new strength to snap the tech's neck. It was a little more brutal then he was used to, but given the circumstances they had little choice.

Escape or die.

The doors hissed open; two guards strode in, Kree protocols demanded that they secure the facility quickly, before Protocol AA15 was tripped.

Riley flung the dead tech at the guards tangling them up in his arms and legs.

He leaped on them using the body to push them over, again they were physically stronger, but the whine was in their helmet comms now as well, throwing off their equilibrium, and likely giving them a splitting headache.

At least that is what Rocket promised it would do.

He was able to get an energy weapon from one of the guard's belts. He shot them both in the mouths before they had a chance to recover.

Again, a little more brutal than he liked, but time was short.

Rocket had promised him a full prison riot would be happening right now, they needed to act quickly before…

Riley screamed.

The energy blast struck him in the back was not fired from any weapon; it had come from Minn Erva herself…

…Another of her genetic enhancements.

He rolled with the blast, her shoulder badly burned, but still functional.

He fired several blasts at the Kree bitch. She tried to take flight, but the lab's low ceiling worked against her.

He tackled her pushing her hard against the wall.

She glared at him.

"FOOLS," she snarled, "Do you not realize what you have done?!"

He flashed her a feral grin.

"I have a pretty good idea yeah."

The facility shook beneath their feet, it sounded like the party that Rocket had started on the prison level was spreading, and with the dampeners offline, everyone should now be at full strength, prisoners and guards both.

It would make the fighting a little more even.

Minn Erva glared hatefully at him.

"I will dissect the Dan Vers woman while you watch Add Dair! She will know that you are the reason that she had to die that way, and you will have to live your life knowing that you killed her!"

He backhanded the scientist; she spat blood and glared anew at him.

He was just about to strike her again when he heard screaming in the hall outside. Two Kree guards went flying into the now smoldering lab.

Riley did not take his eyes off Minerva; the cunning Kree was too dangerous to turn his back on.

"RILEY!"

He heard her voice and he smiled.

She might not have been Agent May, but she was definitely the cavalry.

Carol flew into the room, Rocket riding on her shoulders, followed closely by Hercules, Dane, Crystal, Tigra, Groot, and a very angry looking Red She Hulk.

It seemed that without the dampeners they all had their powers back, and with it a fighting chance.

IOI

Carol glared at Minerva, after the weeks of mental and physical torture; she looked ready to rip the blue woman's head off.

She did not get a chance.

The facility shook again, but this time, the source of the explosion was outside, on the surface. It was followed by another rattling blast and then another.

Minn Erva laughed.

"You have doomed yourselves," she crowed, "Att Las is aware of what is happening! Protocol AA15 is in effect."

She grinned triumphantly at the Avengers.

"We are all going to die down here!"

If she expected fear or begging she got none of it.

Rocket Raccoon chuckled, and said one word she would not have expected in this situation.

"Perfect."


End file.
